Kroenke makes definitive offer to buy Outdoor Channel

March 6

March 6 Kroenke Sports & Entertainment LLC said
on Wednesday that it had delivered a definitive counter proposal
to buy Outdoor Channel Holdings for $8.75 per share in
cash, challenging a purchase offer by Leo Hindrey's InterMedia.

Outdoor Channel, which features programming aimed at hunters
and other outdoor enthusiasts, said on March 4 that it received
an unsolicited bid from Kroenke, which owns several Colorado
sports teams, and that the Outdoor Channel board had authorized
discussions with the rival bidder.

Kroenke said on Wednesday that its proposal was definitive
and contained no financing or due diligence conditions.

It also said that if the board accepted its proposal it
would set a breakup fee of $1 million, which it compared with
the $6.5 million fee required by InterMedia.

Outdoor Channel announced Nov. 16 that it had agreed to
merge with InterMedia in a cash-and-stock deal valued at roughly
$208 million. InterMedia offered $8 or one InterMedia share for
each Outdoor Channel share.

InterMedia operates the Sportsman Channel, another
outdoor-themed cable network, and InterMedia Outdoors, publisher
of magazines including Guns & Ammo and Petersen's Hunting. The
company is controlled by private equity investment fund
InterMedia Partners VII, which was founded by Hindrey. Hindrey
is a former CEO of Tele-Communications Inc, AT&T Broadband and
New York Yankees broadcaster The YES Network.